R2019-101 Resolution Authorizing a Memorandum of Understanding Agreement and Associated Sales Order with Crossing Healthcare to Obtain Internet Access through the City of Decatur Fiber Network

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official} under any bankruptcy, insalvency or other similar law{each such event shall be a "Customer Default"). 9.1.2 In the event af a Customer Default,the CITY may suspend Services to Customer until Customer remedies the Customer Default,or the CITY may terminate this MOU andjor any or ali of the Services being prpvided hereunder. The CITY may at its sole option, but without any obligation,cure a non-monetary breach at Customer's expense at any point and invoice Customer for the same. These remedies are in addition to and nat a substitute for afl other remedies contained in this MC?U or availabfe to the CITY a#law or in equity. 9Z CITY Default. 9.2.1 CITY is in defauit of this IVit?U if the CITY fails ta cure any nan-monetary breach of any material term of this MOU within thirty(30) days of receiving written notice af the breach from Customer{"CITY Default"}. 9.2.2 Customer recognizes that the CITY is sharing the same communication infrastructure and cannectivity{"Network"}that the Customer is using under this agreement. The CITY has a vested interest in maintaining high reliability in the network and wil!use its best resources and efforts to maintain a goai af 100%network availability with the care camponents of the network. !n the event the CITY is unable to resolve an outage within a 24 haurs period,the CITY will be found to be in Defauit and the Customer may terminate the Services and this Agreement upan written notice to the CITY. Any termination shali not relieve Custamer of its abligatians to pay all charges incurred hereunder prior to such terrnination. ARTICLE 1p-IMPOSITIONS 10.1 All charges for the Services are exclusive of any Impositions (as defined below). Except for taxes based on CITY's net incame,Customer sha!!be responsible for payment of all applicable taxes that arise in anyjurisdiction, including,without limitation,value added,cansumption, sales, use,grass receipts, excise,access, bypass,franchise fees, rights of way fees ar charges, license or permit fees,or other taxes,duties,fees,charges or surcharges (including regulatory fees), however designated, imposed on incident to,or based upon the pravision,sale,or use af the Seruices("Impasitions"}. Such Impositions may be shown on invoices as cost recovery fees. If Custamer is entitled to an exemption from any Irrtpositions, Customer is responsit�le for presenting the ClTY with a vaiid exemption certificate in a form reasonably acceptable ta the CITY. The CITY will give effect to any valid exemption certificate provided in accordance with the foregoing senTence to the extent it applies ta any Service billed by the CITY ta Custamer fallowing the CITY's receipt of such exemption certificate. Customer shall indemnify,defend and hold the GTY harrnless from payment and reporting of a31 such lmpositions, including costs, expenses, and penalties incurred by the CITY in settling, defending or appealing any claims or actions brought against the CITY related to,or arising from,the non-payment of Impasitians.